Target Hospitality holders sell 14M shares at $18.50
Secondary holders will sell 14 million TH shares while the company concurrently repurchases about $30 million of stock as treasury shares.
Rhea-AI Filing Summary
Target Hospitality Corp. (TH) disclosed that Arrow Holdings S.à r.l. and MFA Global S.à r.l., entities controlled by TDR Capital LLP, entered into an underwriting agreement to sell 14,000,000 shares of Target Hospitality common stock in a registered secondary offering at $18.50 per share, with a 30‑day option for underwriters to purchase up to 2,100,000 additional shares. The company is not selling shares and will not receive any proceeds from the offering, which will go to the selling stockholders and totals approximately $259,000,000 in gross proceeds before underwriting discounts and commissions. Subject to completion of the offering, Target Hospitality agreed to a $30,000,000 concurrent stock repurchase from the underwriters at the same price per share, to be funded with cash on hand and borrowings under its ABL Credit Facility, and the repurchased shares will be held as treasury shares.
Positive
- None.
Negative
- None.
Filing Explained
The offering and concurrent repurchase are agreed and priced, but their completion remains pending: closing is expected on
8-K Event Classification
Key Figures
Key Terms
secondary offering financial
ABL Credit Facility financial
shelf registration statement regulatory
book-running managers financial
forward-looking statements regulatory
Offering Details
FAQ
What secondary offering did Target Hospitality (TH) announce in this 8-K?
How much cash will the selling stockholders receive in the TH secondary offering?
Does Target Hospitality (TH) receive any proceeds from this offering?
What is the size and structure of Target Hospitality’s concurrent stock repurchase?
How will Target Hospitality (TH) fund its $30 million stock repurchase?
Is there an over-allotment option in Target Hospitality’s secondary offering?
When is the closing of the Target Hospitality (TH) secondary offering expected?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address, including zip code, of principal executive offices)
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
Underwriting Agreement
On September 8, 2026, Target Hospitality Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”) and Arrow Holdings S.à r.l. and MFA Global S.à r.l. (collectively, the “Selling Stockholders”), entities controlled by TDR Capital LLP, acting in its capacity as investment fund manager. Pursuant to the Underwriting Agreement, the Selling Stockholders agreed to sell 14,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Underwriters in a registered public offering at a price of $18.50 per Share (the “Offering”). Additionally, the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock. The Company will not receive any of the proceeds from the sale of the Common Stock in the Offering.
Subject to the completion of the Offering, the Company agreed to purchase from the Underwriters shares of its Common Stock (the “Repurchase Shares”) that are subject to the Offering with an aggregate purchase price of approximately $30,000,000, at a price per share equal to the price per share to be paid by the Underwriters to the Selling Stockholders in the Offering (the “Stock Repurchase”) pursuant to the Underwriting Agreement. The completion of the Stock Repurchase is expected to occur concurrently with the closing of the Offering. The Repurchase Shares will be held by the Company as treasury shares following the completion of the Stock Repurchase. The Company expects to fund the Stock Repurchase with cash on hand together with borrowings under its ABL Credit Facility.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Shares offered and sold in the Offering were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-230795), initially filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2019, as subsequently amended on May 1, 2019 and declared effective on May 16, 2019, and were offered pursuant to the prospectus supplement dated September 8, 2026, which was filed by the Company with the SEC pursuant to Rule 424(b)(7) under the Securities Act on September 8, 2026.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.
On September 8, 2026, the Company issued a press release announcing the launch of the Offering as well as a press release announcing the pricing of the Offering. Copies of these press releases are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 1.1 | Underwriting Agreement dated September 8, 2026, by and among Target Hospitality Corp., Arrow Holdings, S.à r.l., MFA Global S.à r.l., Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC. | |
| 99.1 | Press Release of Target Hospitality Corp., dated September 8, 2026. | |
| 99.2 | Press Release of Target Hospitality Corp., dated September 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Target Hospitality Corp. | ||
| By: | /s/ Heidi D. Lewis | |
| Dated: September 9, 2026 | Name: Heidi D. Lewis | |
| Title: Executive Vice President, General Counsel and Secretary | ||
Exhibit 99.1
Target Hospitality Announces Launch of Secondary Offering and Concurrent Stock Repurchase
THE WOODLANDS, Texas, September 8, 2026 – Target Hospitality Corp. (“Target Hospitality” or the “Company”) (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced the launch of an underwritten, secondary offering (the “Offering”) of 12,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), subject to market and other conditions. The Shares are being offered by Arrow Holdings S.à r.l. and MFA Global S.à r.l. (collectively, the “Selling Stockholders”), entities controlled by TDR Capital LLP, acting in its capacity as investment fund manager. The Company is not offering any shares in the Offering and will not receive any of the proceeds from the Offering. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 1,800,000 shares of Common Stock.
Additionally, subject to the completion of the Offering, the Company intends to purchase from the underwriters shares of its Common Stock (the “Repurchase Shares”) that are subject to the Offering with an aggregate purchase price of up to $30,000,000, at a price per share equal to the price per share to be paid by the underwriters to the Selling Stockholders in the Offering (the “Stock Repurchase”). The completion of the Stock Repurchase is expected to occur concurrently with the closing of the Offering. The Repurchase Shares will be held by the Company as treasury shares following the completion of the Stock Repurchase. The Company expects to fund the Stock Repurchase with cash on hand together with borrowings under its ABL Credit Facility.
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as book-running managers for the Offering.
The Offering is being made pursuant to an effective shelf registration statement on Form S-3, including a base prospectus, that was initially filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2019 and subsequently declared effective by the SEC on May 16, 2019 and is available on the SEC’s website at www.sec.gov. The Offering may only be made by means of a prospectus supplement and the accompanying prospectus that will form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may be obtained from: Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Deutsche Bank Securities Inc., Attn: Prospectus Department, 1 Columbus Circle, New York, NY 10019, by telephone at (800) 503-4611, or by email at Prospectus.Ops@db.com; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this press release are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: operational, economic, including inflation, political and regulatory risks; our ability to effectively compete in the specialty rental accommodations and hospitality services industry, including growing the HFS - South, Workforce Hospitality Solutions and Government segments; our ability to execute, expand, and manage WHS projects supporting critical mineral development, power generation, and data center infrastructure projects, including risks related to construction execution, permitting, labor availability, and timely completion of community buildouts; our ability to achieve margin improvement through the effective servicing of contracts in our WHS segment; effective management, utilization, and performance, of our communities (including workforce hubs); natural disasters and other business disruptions including outbreaks of epidemic or pandemic disease; the duration of any future public health crisis, related economic repercussions and the resulting negative impact to global economic demand; the effect of changes in state building codes on marketing our buildings; changes in demand within a number of key industry end-markets and geographic regions, including natural resources, critical minerals, and data center/AI infrastructure; changes in customer capital spending, project schedules, or end-user demand that may result in delays, non-renewals, or cancellations of contracts, including the contract that is terminable for convenience in the Government segment; our reliance on third party manufacturers, suppliers and service providers; our ability to attract and retain key personnel and maintain workforce availability for specialized hospitality and construction operations; increases in raw material, food, labor or other operating costs; the effect of impairment charges on our operating results; our future operating results fluctuating, failing to match performance or to meet expectations; our exposure to various possible claims and the potential inadequacy of our insurance coverage; unanticipated changes in our tax obligations; our obligations under various laws and regulations, including those applicable to government contracts; the effect of litigation, judgments, orders, regulatory or customer bankruptcy proceedings on our business; our ability to successfully acquire and integrate new operations; global, national or local economic and political developments, including any changes in policy under the current or any future U.S. presidential administrations; federal government budgeting and appropriations; our ability to effectively manage our credit risk and collect on our accounts receivable; our ability to fulfill Target Hospitality’s public company obligations; cybersecurity threats, incidents, or failures of our management information systems; and risks related to our liquidity, access to capital markets, and obligations under existing or future debt agreements, including compliance with financial covenants. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact Information
Investor Contact:
Mark Schuck
(832) 702 – 8009
ir@targethospitality.com
Exhibit 99.2
Target Hospitality Announces Pricing of Upsized Secondary Offering and Concurrent Stock Repurchase
THE WOODLANDS, Texas, September 8, 2026 – Target Hospitality Corp. (“Target Hospitality” or the “Company”) (Nasdaq: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced the pricing of an upsized underwritten, secondary offering (the “Offering”) of 14,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), held by Arrow Holdings S.à r.l. and MFA Global S.à r.l. (collectively, the “Selling Stockholders”), entities controlled by TDR Capital LLP, acting in its capacity as investment fund manager, at a price to the public of $18.50 per share, for total gross proceeds to the Selling Stockholders of approximately $259,000,000, before deducting underwriting discounts and commissions. The Company has not offered any shares in the Offering and will not receive any of the proceeds from the Offering. The closing of the Offering is expected to occur on September 10, 2026, subject to customary closing conditions. The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock.
Additionally, subject to the completion of the Offering, the Company has agreed to purchase from the underwriters shares of its Common Stock (the “Repurchase Shares”) that are subject to the Offering with an aggregate purchase price of approximately $30,000,000, at a price per share equal to the price per share to be paid by the underwriters to the Selling Stockholders in the Offering (the “Stock Repurchase”). The completion of the Stock Repurchase is expected to occur concurrently with the closing of the Offering. The Repurchase Shares will be held by the Company as treasury shares following the completion of the Stock Repurchase. The Company expects to fund the Stock Repurchase with cash on hand together with borrowings under its ABL Credit Facility.
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as book-running managers for the Offering. Northland Securities, Inc., Oppenheimer & Co. Inc and Texas Capital Securities are acting as co-managers for the Offering.
The Offering is being made pursuant to an effective shelf registration statement on Form S-3, including a base prospectus, that was initially filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2019 and subsequently declared effective by the SEC on May 16, 2019 and is available on the SEC’s website at www.sec.gov. The Offering may only be made by means of a prospectus supplement and the accompanying prospectus that will form a part of the registration statement. A preliminary prospectus supplement and the accompanying prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website. Copies of the final prospectus supplement and the accompanying prospectus, when available, may be obtained from: Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, and Deutsche Bank Securities Inc., Attn: Prospectus Department, 1 Columbus Circle, New York, NY 10019, by telephone at (800) 503-4611, or by email at Prospectus.Ops@db.com, and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this press release are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: operational, economic, including inflation, political and regulatory risks; our ability to effectively compete in the specialty rental accommodations and hospitality services industry, including growing the HFS - South, Workforce Hospitality Solutions and Government segments; our ability to execute, expand, and manage WHS projects supporting critical mineral development, power generation, and data center infrastructure projects, including risks related to construction execution, permitting, labor availability, and timely completion of community buildouts; our ability to achieve margin improvement through the effective servicing of contracts in our WHS segment; effective management, utilization, and performance, of our communities (including workforce hubs); natural disasters and other business disruptions including outbreaks of epidemic or pandemic disease; the duration of any future public health crisis, related economic repercussions and the resulting negative impact to global economic demand; the effect of changes in state building codes on marketing our buildings; changes in demand within a number of key industry end-markets and geographic regions, including natural resources, critical minerals, and data center/AI infrastructure; changes in customer capital spending, project schedules, or end-user demand that may result in delays, non-renewals, or cancellations of contracts, including the contract that is terminable for convenience in the Government segment; our reliance on third party manufacturers, suppliers and service providers; our ability to attract and retain key personnel and maintain workforce availability for specialized hospitality and construction operations; increases in raw material, food, labor or other operating costs; the effect of impairment charges on our operating results; our future operating results fluctuating, failing to match performance or to meet expectations; our exposure to various possible claims and the potential inadequacy of our insurance coverage; unanticipated changes in our tax obligations; our obligations under various laws and regulations, including those applicable to government contracts; the effect of litigation, judgments, orders, regulatory or customer bankruptcy proceedings on our business; our ability to successfully acquire and integrate new operations; global, national or local economic and political developments, including any changes in policy under the current or any future U.S. presidential administrations; federal government budgeting and appropriations; our ability to effectively manage our credit risk and collect on our accounts receivable; our ability to fulfill Target Hospitality’s public company obligations; cybersecurity threats, incidents, or failures of our management information systems; and risks related to our liquidity, access to capital markets, and obligations under existing or future debt agreements, including compliance with financial covenants. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact Information
Investor Contact:
Mark Schuck
(832) 702 – 8009
ir@targethospitality.com